Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on October 28, 2026, disclosing preliminary terms for 3 Year Callable Contingent Coupon Securities linked to the worst of the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with a pricing date of November 24, 2026, and a maturity date of November 29, 2029.

Key Highlights

  • Contingent coupon rate: At least 8.50% per annum, paid monthly, only if the worst-performing underlying closes at or above 70.00% of its initial value on the relevant valuation date.
  • Barrier level: Both the coupon barrier value and the final barrier value are set at 70.00% of each underlying's initial underlying value.
  • Principal at risk: If the worst performer falls below its final barrier value at maturity, investors lose 1% of stated principal for every 1% decline from the initial underlying value, with no minimum payment.
  • Callable feature: The issuer may redeem the securities in whole, but not in part, on any monthly valuation date beginning after six months, upon not less than three business days' notice.
  • Stated principal amount: $1,000 per security; CUSIP 17334D2T8 / ISIN US17334D2T87.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."
  • Credit risk: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Preliminary Terms for Citigroup Global Markets Holdings' Worst-of Linked Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of the securities, with Citigroup Inc. acting as guarantor. The offering is structured as callable contingent coupon securities with monthly valuation dates, a pricing date of November 24, 2026, and a maturity date of November 29, 2029. The contingent coupon rate of at least 8.50% per annum will be determined on the pricing date, with the hypothetical tables in the filing assuming the coupon is set at that minimum level.

The filing discloses that the payment at maturity depends on the final underlying value of the worst performer among NDX, RTY, and SPX. If that value is greater than or equal to 70.00% of its initial underlying value, investors receive $1,000 per security. If it falls below that level, investors receive $1,000 plus $1,000 multiplied by the underlying return of the worst performer, which the filing notes could result in a loss of "significantly less than the stated principal amount" or potentially nothing. The hypothetical payment table in the filing illustrates, for example, a -50.00% worst underlying return producing a $500.00 payment at maturity, and a -30.01% return producing $699.90.

The filing highlights several risk considerations specific to this structure. It notes that the return "depends solely on the performance of the worst performer," and that "all that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly." The filing also states that the estimated value of the securities on the pricing date will be less than the issue price, and that the U.S. federal tax consequences of investing in the securities are described as "unclear." Registration statements were filed under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for callable contingent coupon securities linked to the worst of NDX, RTY, and SPX, including a minimum 8.50% per annum coupon rate, a 70.00% barrier level, a $1,000 stated principal, and a November 29, 2029 maturity date, with full principal at risk if the worst performer breaches the barrier.